<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


FOR THE QUARTERLY PERIOD ENDED                           COMMISSION
                                                         FILE NUMBER
     June 30, 2001                                        333-59137


                       TRI-STATE OUTDOOR MEDIA GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        KANSAS                                           48-1061763

(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

              3416 Highway 41 South
                  Tifton, GA                                31793
       (Address of Principal Executive Offices)          (Zip Code)


                                  800-732-8261
              (Registrant's telephone number, including area code)


          Indicate by check mark whether the registrant: (1) has filed
           all reports required to be filed by Section 13 or 15(d) of
           the Securities Exchange Act of 1934 during the preceding 12
           months (or for such shorter period that the registrant was
           required to file such reports), and (2) has been subject to
                 such filing requirements for the past 90 days.

                                 Yes /X/ No / /

            Indicate the number of shares outstanding of each of the
                issuer's classes of common stock as of the latest
          practicable date. As of June 30, 2001, there were issued and
          outstanding 200 shares of the registrant's Common Stock, par
                             value $10.00 per share.
<PAGE>   2
                                TABLE OF CONTENTS



PART I  FINANCIAL INFORMATION                                           PAGE NO.


            Item 1. Financial Statements (unaudited)

                          Balance Sheets at June 30,
                          2001 and December 31, 2000. ....................     1

                          Statements of Operations for the
                          Three Months ended June 30, 2001 and
                          2000 and Six Months ended June 30,
                          2001 and 2000 ..................................     2

                          Statements of Cash Flows for the
                          Six Months ended June 30, 2001
                          and 2000 .......................................     3

                          Notes to the Financial Statements ..............     5

            Item 2. Management's Discussion and Analysis of Financial
                          Condition and Results of Operations ............     6

            Item 3. Quantitative and Qualitative Disclosures
                           About Market Risk ..............................    9


PART II  OTHER INFORMATION

            Item 1. Legal Proceedings....................................      9

            Item 2. Changes in Securities and Use of Proceeds............      9

            Item 3. Defaults upon Senior Securities......................      9

            Item 4. Submission of Matters to a Vote of Security Holders..      9

            Item 5. Other Information....................................      9

            Item 6. Exhibits and Reports on Form 8-K.....................      9

            SIGNATURES...................................................     10

            Index to Exhibits............................................     11
<PAGE>   3
                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                       TRI-STATE OUTDOOR MEDIA GROUP, INC.
                                 BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                              June 30,      December 31,
                                                                2001           2000
                                                              ---------     ------------
                                                             (unaudited)
<S>                                                           <C>           <C>


Current Assets
  Cash and cash equivalents                                   $     145      $      46
  Accounts receivable, net of allowance for doubtful
    accounts 2001 $394; 2000 $556                                 3,619          4,664
  Supplies                                                          318            465
  Prepaid production costs                                          734            547
  Prepaid site leases, current portion                            1,944          1,930
  Prepaid commissions, current portion                              713            758
  Due from SGH Holdings, Inc.                                       239             --
 Other current assets                                               237            144
                                                              ---------      ---------
               Total current assets                               7,949          8,554
                                                              ---------      ---------
Property and Equipment, net                                      64,850         68,853
                                                              ---------      ---------
Other Assets
  Intangible assets, net                                         38,083         40,432

  Prepaid site leases and commissions, long-term portion            556            553

  Deferred taxes                                                  4,000          6,200

  Other                                                             243            244
                                                              ---------      ---------
                                                                 42,882         47,429
                                                              ---------      ---------
                                                              $ 115,681      $ 124,836
                                                              =========      =========

                      LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities
  Current portion of long-term debt                           $     883      $   1,089
  Accounts payable                                                1,601          2,597
  Accrued interest                                                1,562          1,543
  Accrued expenses                                                   21             51
  Deferred revenue                                                  380            394
  Due to Stockholder                                                 --            900
  Due to  SGH Holdings, Inc.                                         --             36
                                                              ---------      ---------
               Total current liabilities                          4,447          6,610

Long-Term Debt,
  net of current portion                                        120,395        123,758
                                                              ---------      ---------
               Total liabilities                                124,842        130,368
                                                              ---------      ---------
Commitments and Contingencies
Stockholder's Equity
  Common stock, par value, $10 per share; authorized 10,000
    shares; issued and outstanding, 200 shares                        2              2
  Paid-in capital                                                33,841         33,841
  Accumulated deficit                                           (43,004)       (39,375)
                                                              ---------      ---------
                                                                 (9,161)        (5,532)
                                                              ---------      ---------
                                                              $ 115,681      $ 124,836
                                                              =========      =========
</TABLE>

                       See Notes to Financial Statements.
<PAGE>   4
                       TRI-STATE OUTDOOR MEDIA GROUP, INC.
                            STATEMENTS OF OPERATIONS
                (IN THOUSANDS, EXCEPT SHARE OR PER SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                            Three Months Ended          Six Months Ended
                                                                  June 30,                   June 30,
                                                         ---------------------     -----------------------
                                                             2001         2000         2001           2000

<S>                                                      <C>          <C>          <C>            <C>
Net revenues                                             $  6,845     $  7,767     $ 13,598       $ 15,182
                                                         --------     --------     --------       --------
Operating expenses:
  Direct operating expenses                                 2,494        2,648        4,890          5,340
  General and administrative                                1,176        1,243        2,538          2,513
  Depreciation and amortization                             2,962        3,164        6,260          6,327
                                                         --------     --------     --------       --------
                                                            6,632        7,055       13,688         14,180
                                                         --------     --------     --------       --------
        Operating income (loss)                               213          712          (90)         1,002
                                                         --------     --------     --------       --------
Other income (expense):
  Interest expense                                         (3,278)      (3,420)      (6,677)        (6,761)
  Other income                                                 10            2           20             19
  Gain on sale of property and equipment                       --           --        5,716             --
                                                         --------     --------     --------       --------
        Total other income (expense)                       (3,268)      (3,418)        (941)        (6,742)
                                                         --------     --------     --------       --------

        Loss before income taxes and extra-
        ordinary loss on early extinguishment of debt      (3,055)      (2,706)      (1,031)        (5,740)
Income tax expense                                             --           --        2,200             --
                                                         --------     --------     --------       --------

        Loss before extraordinary loss on early
        extinguishment of debt                             (3,055)      (2,706)      (3,231)        (5,740)
        Extraordinary loss on early extinguishment
        of debt                                                --           --         (398)            --
                                                         --------     --------     --------       --------
          Net loss                                       $ (3,055)     $(2,706)    $ (3,629)      $ (5,740)
                                                         ========     ========     ========       ========

Basic loss per common share:

             Net loss                                    $(15,275)    $(13,530)    $(18,145)      $(28,700)
                                                         ========     ========     ========       ========

Weighted common shares outstanding                            200          200          200            200
                                                         ========     ========     ========       ========
</TABLE>



                  See Notes to unaudited Financial Statements.
<PAGE>   5
                       TRI-STATE OUTDOOR MEDIA GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                            SIX MONTHS ENDED JUNE 30,
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    2001          2000
                                                                  --------     ---------
OPERATING ACTIVITIES
<S>                                                               <C>          <C>
  Net loss                                                        $ (3,629)    $ (5,740)
  Adjustments to reconcile net loss to
    net cash provided by (used in) operating activities:
    Depreciation and amortization                                    6,260        6,327
    Gain on disposal of property and equipment, net                 (5,716)          --
    Extraordinary loss on early extinguishment of debt                 398           --
    Deferred income tax expense                                      2,200           --
    Disposition costs on property and equipment                     (1,106)          --
    Changes in assets and liabilities:
     (Increase) decrease in:
        Accounts receivable                                            640         (416)
        Supplies and prepaid production costs                         (147)         142
        Prepaid site leases                                           (171)        (288)
        Prepaid commissions                                            (54)         (65)
        Other assets                                                   (92)         180
     Increase (decrease) in:
        Accounts payable                                              (996)       1,775
        Accrued interest and other accrued expenses                    (11)         (14)
        Deferred revenue                                               (14)         (63)
                                                                  --------     --------
          Net cash provided by (used in) operating
                activities                                          (2,438)       2,088
                                                                  --------     --------

INVESTING ACTIVITIES
  Purchase of property and equipment                                (2,368)      (5,178)
  Proceeds from sale and leaseback transaction                          --          920
  Proceeds from sale of property and equipment                      10,642           --
                                                                  --------     --------
        Net cash provided by (used in)
            investing activities                                     8,274       (4,258)
                                                                  --------     --------

FINANCING ACTIVITIES
 Borrowings under long-term debt agreement                          13,000           --
 Proceeds from revolver borrowings                                   4,400        6,850
 Principal payments on long-term debt                              (10,469)        (448)
 Payments on revolver borrowings                                   (10,500)      (3,950)
 Decrease in Due to SGH Holdings, Inc.                                (275)        (146)
 Payments to stockholder                                              (900)          --
 Deferred issuance costs                                              (993)         (23)
                                                                  --------     --------
          Net cash provided by (used in)
            financing activities                                    (5,737)       2,033
                                                                  --------     --------
          Net increase (decrease) in cash and cash equivalents          99         (137)
CASH AND CASH EQUIVALENTS:
  Beginning                                                             46          155
                                                                  --------     --------
  Ending                                                          $    145     $     18
                                                                  ========     ========



SUPPLEMENTAL CASH FLOW INFORMATION
 Cash payments for interest                                       $  6,658     $  6,696
                                                                  ========     ========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
  FINANCING ACTIVITIES:
  Property and equipment acquired under capital leases                  --     $    920
                                                                  ========     ========
</TABLE>



                  See Notes to unaudited Financial Statements.
<PAGE>   6
                          Notes to Financial Statements
                                   (Unaudited)

   NOTE 1
   BASIS OF REPRESENTATION

   The accompanying unaudited financial statements of Tri-State Outdoor Media
Group, Inc., (the "Company") have been prepared in conformity with accounting
principles generally accepted in the United States of America and with the
instructions for Form 10-Q and Rule 10-01 of Regulation S-X as they apply to
interim financial information. Accordingly, they do not include all of the
information and disclosures required by accounting principles generally accepted
in the United States of America for complete financial statements.

           In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation of financial
position and results of operations have been included. The operating results for
the three and the six month periods ended June 30, 2001 are not necessarily
indicative of the results to be expected for the year ending December 31, 2001.
Although the Company believes that the disclosures are adequate to make the
information presented not misleading, these financial statements should be read
in conjunction with the financial statements for the fiscal year ended December
31, 2000 and notes thereto included in the Company's Report on Form 10-K for the
fiscal year ended December 31, 2000.

NOTE 2
FINANCINGS

        The Company has $100 million aggregate principal 11% Notes (the "Notes")
outstanding. On March 20, 2001, the Company completed a refinancing (the
"Refinancing") of its outstanding credit agreement with a new financial
institution. Pursuant to the Refinancing, all of the Company's debt under the
Credit Agreement was repaid.

        Borrowings under the Refinancing consist of a revolving line of credit
("Revolver") for $7,000,000 and a term loan facility for $13,000,000. The
Revolver bears interest at a rate equal to two percent above prime rate, with a
minimum rate of ten percent. The term loan facility bears interest at a rate
equal to three percent above prime rate, with a minimum rate of eleven percent.
The loans are collateralized by a first perfected security interest in all the
assets of the Company. The agreement terminates on March 20, 2004.

        Annual interest payments on the Notes are $11.0 million and with other
debt outstanding annual interest expense is currently running at approximately
$13.4 million. Substantially all of the Company's cash flow will have to be
devoted to interest payments on the Notes and to its credit facility. There can
be no assurance that the cash flow will be sufficient for such purpose, or if
borrowings are necessary, that the Company will be able to borrow funds
sufficient for its purposes. Failure to make the interest payments on the Notes
and the credit agreement would have a material adverse effect on the Company.
<PAGE>   7
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This Quarterly Report on Form 10-Q contains forward-looking statements
concerning, among other things, the Company's expected future revenues,
operations and expenditures, competitors or potential competitors, acquisition
activity, and the regulation of the outdoor advertising industry. These
forward-looking statements are identified by their use of terms and phrases such
as "anticipate," "believe," "could," "estimate," "expect," "intent," "may,"
"plan," "predict," "project," "will" and similar terms and phrases, including
references to assumptions. These statements are contained in certain sections of
this Quarterly Report and in the documents incorporated by reference herein.
These forward-looking statements represent the expectations of the Company's
management as of the filing date of this Report on Form 10-Q. The Company's
actual results could differ materially from those anticipated by the
forward-looking statements due to a number of factors, including (i) risks and
uncertainties relating to leverage; (ii) the need for additional funds; (iii)
the integration of companies acquired by the Company and the Company's ability
to recognize cost savings or operating efficiencies as a result of such
acquisitions; (iv) the continued popularity of outdoor advertising as an
advertising medium; (v) the regulation of the outdoor advertising industry and
(vi) the risks and uncertainties described under the caption "Factors Affecting
Future Operating Results" under Item 7. - Management's Discussion and Analysis
of Financial Condition and Results of Operations set forth in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000.

     RESULTS OF OPERATIONS

     THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE THREE MONTHS ENDED JUNE
     30, 2000

Net revenues. Net revenues decreased 11.9% to $6.8 million for the three months
ended June 30, 2001 from $7.8 million for the three months ended June 30, 2000.
Certain assets sold to Lamar Outdoor Advertising and Scenic Outdoor accounted
for approximately $.7 million of the period-to-period decrease in revenue.

Direct operating expenses. Direct operating expenses (which include sales, lease
and production expenses) decreased 5.8% to $2.5 million for the second quarter
of 2001 from $2.6 million for the comparable period in 2000. This decrease was
primarily attributed to a reduction in lease expense. Sales expense increased as
a percentage of net revenues from 9.4% in the second quarter of 2000 to 10.2% in
2001. The Company added a layer of middle sales management and increased
commission structure in an effort to stimulate sales. Lease expense decreased as
a percentage of net revenues in the second quarter from 16.3% in 2000 to 15.6%
in 2001. This was due primarily to lower payroll and travel expense. Production
expense increased as a percentage of net revenues from 8.4% in the second
quarter of 2000 to 10.6% in 2001, due primarily to a shift in sales mix.

General and administrative expenses. General and administrative expenses
remained constant at $1.2 million for the quarters ended June 30, 2001 and 2000,
however increased as a percentage of net revenues to 17.2% from 16.0%. Increase
in percentage is attributed to lower revenues as a result of the sale of the
Company's northeast division and fixed G&A expense.

Depreciation and amortization expense. Depreciation and amortization expense
decreased to $3.0 million for the quarter ended June 30, 2001 from $3.2 million
for the quarter ended June 30, 2000. The decrease is primarily due to the sale
of the Company's northeast division.

 Interest expense. Interest expense decreased to $3.3 million for the second
quarter ended June 30, 2001 from $3.4 million for the comparable period in 2000.
This decrease was primarily due to the amount outstanding on the $20
<PAGE>   8
million credit facility.

Income taxes. At December 31, 2000, the Company had net operating loss carry
forwards of approximately $51.8 million for federal and state income tax
purposes, which expire in varying amounts from 2009 through 2018.

During the quarter ended June 30, 2001, the Company recorded a valuation
allowance of $1.2 million on deferred tax assets for the Company's net loss. At
June 30, 2001, the total valuation allowance recorded aggregated $13.0 million
on deferred tax assets to reduce the total to an amount that management believes
will more likely than not be realized. Realization of deferred tax assets is
dependent upon sufficient future taxable income during the period that
deductible temporary differences and carry forwards are expected to be available
to reduce taxable income. If the Company is unable to generate sufficient
taxable income in the future, increases in the valuation allowance may be
required through a charge to income tax expense.
<PAGE>   9
SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2000

Net revenues. Net revenues decreased 10.4% to $13.6 million for the six months
ended June 30, 2001 from $15.2 million for the six months ended June 30, 2000.
Certain assets sold to Lamar Outdoor Advertising and Scenic Outdoor accounted
for approximately $1.3 million of the period-to-period decrease in revenue.

Direct operating expenses. Direct operating expenses (which include sales, lease
and production expenses) decreased 8.4% to $4.9 million for the first six months
of 2001 from $5.3 million for the comparable period in 2000. This decrease was
primarily attributed to a reduction in production and lease expense. Sales
expense increased as a percentage of net revenues from 9.6% in the first six
months of 2000 to 10.2% in 2001. The Company added a layer of middle sales
management and increased commission structure in an effort to stimulate sales.
Lease expense increased as a percentage of net revenues in the first six months
from 15.6% in 2000 to 15.7% in 2001. This was due primarily to the sale of the
Northeast division in January 2001,which had lower lease expense as a percentage
of revenue. Production expense decreased as a percentage of net revenues from
9.9% in the first six months of 2000 to 10.1% in 2001, due to a shift in sales
mix.

General and administrative expenses. General and administrative expenses
remained constant at $2.5 million for the six months ended June 30, 2001 and
2000, however, increase as a percentage of net revenues to 18.7% from 16.6%.
Increase in percentage attributed primarily to additional collection expense and
severance expense incurred during the first six months of 2001.

Depreciation and amortization expense. Depreciation and amortization expense
remained constant at $6.3 million for the six months ended June 30, 2001 and
2000.

Interest expense. Interest expense decreased to $6.7 million for the six months
ended 2001 from $6.8 million for the comparable period in 2000. This decrease
was primarily due to the amount outstanding on the $20 million credit facility.

Income taxes. At December 31, 2000, the Company had net operating loss carry
forwards of approximately $51.8 million for federal and state income tax
purposes, which expire in varying amounts from 2009 through 2018.

During the six months ended June 30, 2001, the Company recorded income tax
expense of $2.2 million on the gain on sale of property and equipment of $5.7
million. The Company recorded a valuation of $2.8 million on deferred tax assets
for the Company's net loss excluding the effect of the $5.7 million gain on sale
of property and equipment. At June 30, 2001, the total valuation allowance
recorded aggregated $13.0 million on deferred tax assets to reduce the total to
an amount that management believes will more likely than not be realized.
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carry
forwards are expected to be available to reduce taxable income. If the Company
is unable to generate sufficient taxable income in the future, increases in the
valuation allowance may be required through a charge to income tax expense.

Extraordinary loss on early extinguishment of debt. In conjunction with the
Refinancing, the Company wrote-off approximately $398,000 of debt issuance
costs, net of related accumulated amortization.

LIQUIDITY AND CAPITAL RESOURCES

        The Company has historically satisfied its cash requirements with cash
from operations, revolving credit borrowings, other long-term debt financing,
equity financing and sales of assets. Its acquisitions have been financed
primarily with borrowed funds and equity financing.

        The Company has $100 million aggregate principal 11% Notes (the "Notes")
outstanding. The Company completed a refinancing (the "Refinancing") of its
outstanding credit agreement with a new financial institution. Pursuant to the
Refinancing, all of the Company's debt under the Credit Agreement was repaid.
<PAGE>   10
        Borrowings under the Refinancing consist of a revolving line of Credit
("Revolver") for $7,000,000 and a term loan facility for $13,000,000. The
Revolver bears interest at a rate equal to two percent above prime rate, with a
minimum rate of ten percent. The term loan facility bears interest at a rate
equal to three percent above prime rate, with a minimum rate of eleven percent.
The loans are collateralized by a first perfected security interest in all the
assets of the Company. The agreement terminates on March 20, 2004.

        In order to make the November 15, 2001 interest payment on the Notes,
the Company plans to use cash on hand and draw the remaining amount needed from
the Revolver. There was $3.1 million available under on the revolver as of June
30, 2001.

        Net cash used in operating activities was $2.4 million for the first six
months of 2001 compared to net cash provided by operating activities of $2.1
million for the first six months of 2000. Net cash provided by operating
activities reflects the Company's net loss adjusted for non-cash items and net
changes in working capital components. The Company had working capital of $3.5
million as of June 30, 2001 compared to working capital of $2.0 million as of
December 31, 2000.

        Annual interest payments on the Notes are $11.0 million and with other
debt outstanding annual interest expense is currently running at approximately
$13.4 million. Substantially all of the Company's cash flow will have to be
devoted to interest payments on the Notes and to its credit facility. There can
be no assurance that the cash flow will be sufficient for such purpose, or if
borrowings are necessary, that the Company will be able to borrow funds
sufficient for its purposes. Failure to make the interest payments on the Notes
of the credit agreement would have a material adverse effect on the Company.
<PAGE>   11
   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        There have been no material changes in the Company's market risk
exposure from that reported in the Company's Annual Report on Form 10-K for the
year ended December 31, 2000 incorporated by reference herein.


                            PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
        None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
        None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
        None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        None

ITEM 5. OTHER INFORMATION
        None

ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
        A.      Exhibits  :  None

        B.      No reports on Form 8K were filed during the quarter ended June
                30, 2001.
<PAGE>   12
SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            Tri-State Outdoor Media Group, Inc.


August 14, 2001                                    /s/Sheldon G. Hurst
                                            ____________________________________
                                            Sheldon G. Hurst
                                            Chief Executive Officer and Director



August 14, 2001                                    /s/ Matthew B. Holt
                                            ____________________________________
                                            Matthew B. Holt
                                            Acting Chief Financial Officer,
                                            Secretary, and Principal Accounting
                                            Officer









<PAGE>   13
                               INDEX TO EXHIBITS


EXHIBIT NO.                     DESCRIPTION
----------                      ------------

*3.1                            Restate Certificate of Incorporation of the
                                Company by the Secretary of State of Kansas

*3.2                            By-Laws of the Company


*4.1                            Indenture dated as of May 15, 1998 relating to
                                the Company's Senior Notes due 2008 and the 11%
                                Senior Services B Notes due 2008

*4.2                            Form of Global Note

*10.1                           Asset Purchase Agreement, dated as of May 6,
                                1997, between the Company and Tri-State Systems,
                                Inc.

*10.2                           Asset Purchase Agreement, dated as of February
                                13, 1998, between the Company and Unisign
                                Corporation, Inc.

*10.3                           Registration Rights Agreement dated as of May
                                13, 1998 relating to the Company's 11% Senior
                                Notes due 2008

*10.4                           Pledge Agreement dated as of May 15, 1998
                                relating to the Company's 11% Senior Notes due
                                2008

*10.5                           Tax Sharing Agreement dated as of May 20, 1998
                                relating to SGH Holdings, Inc. and the Company

*10.6                           Second Amended and restated Stockholders
                                Agreement dated as of February 27, 1998

*10.7                           Anti-Dilution Agreement, dated as of February
                                19, 1998

*10.8                           Credit Agreement dated as of May 20, 1998
                                between the Company and The First National Bank
                                of Chicago

*10.9                           Asset Purchase Agreement dated as of September
                                4, 1998, by and between Tri-State Outdoor Media
                                Group, Inc. and Western Outdoor Advertising Co.

*10.10                          Credit Agreement among Tri-State Outdoor Media
                                Group, Inc., the Lending Institutions Party
                                Thereto, as Lenders and The First National Bank
                                of Chicago, as Agent, dated as of September 18,
                                1998

**10.11                         Asset Purchase Agreement dated as of June 12,
                                1998 by and between Tri-State Outdoor Media
                                Group, Inc. and John R. Leslie, Sr., Trading as
                                Leslie Outdoor Advertising, Filed herewith

<PAGE>   14
**10.12                         Asset Purchase Agreement dated as of July 23,
                                1998 by and between Tri-State Outdoor Media
                                Group, Inc. and Boon Company, Inc. Filed
                                herewith

**10.13                         First Amendment to Credit Agreement dated as of
                                March 1, 1999.

***10.14                        Amended and Restated Credit Agreement dated as
                                of August 12, 1999.

****10.15                       Amendment to the Credit Agreement dated as of
                                October 15, 1999.

*****10.16                      Credit Agreement dated as of March 20, 2001
                                between the Company and Ableco Finance LLC

*25.1                           Statement of Eligibility of Trustee on Form T-1
                                of IBJ Schroder Bank & Trust Company

__________________

        *       Incorporated herein by reference to the Exhibits to the
                Company's registration statement on Form S-4 (Registration
                Number 333-59137).

        **      Incorporated herein by reference to Exhibits to the Company's
                Form 10-K for the year ended December 31, 1999.

        ***     Incorporated herein by referenced to the Exhibits to the
                Company's Form 10-Q for the quarter ended September 30, 1999.

        ****    Incorporated herein by reference to Exhibits to the Company's
                Form 10-K for the year ended December 31,1999

        *****   Incorporated herein by reference to Exhibits to the Company's
                Form 10-Q for the quarter ended March 31, 2001